FORM OF NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY
OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. 00001
CUSIP 428040BS7 $400,000,000
THE HERTZ CORPORATION
7 5/8% Senior Notes due June 1, 2012
Original Issue Date: May 28, 2002
Interest Payment Dates: June 1 and December 1
Maturity Date: June 1, 2012
Interest Rate: 7.625%
THE HERTZ CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $400,000,000 (the "Principal
Amount") on the Maturity Date shown above, except as provided below, and to pay
interest thereon at the rate per annum shown above. The Company will pay
interest semiannually on the Interest Payment Dates, commencing with December 1,
2002. Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Original Issue
Date shown above. The Interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or the November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered on a Special Record Date for the payment of such
Defaulted Interest to be
fixed by the Company, notice whereof shall be given to holders of Notes not less
than 15 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange upon which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.
In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (the Place of Payment), in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest payable with respect to such Notes in definitive form, may
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.
This Note is one of a duly authorized issue of securities of the
Company (herein referred to as the "Securities") evidencing its unsecured
indebtedness, of the series hereinafter specified, all issued under and pursuant
to an indenture, dated as of March 16, 2001, (herein referred to as the
"Indenture"), duly executed and delivered by the Company and The Bank of New
York, as Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and Holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if
any, may be subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture. This Note is one of a series
designated as the 7 5/8% Senior Notes due June 1, 2002 of the Company (herein
referred to as the "Notes"), limited except as provided in the Indenture to the
aggregate principal amount of eight hundred million dollars ($800,000,000). The
Company may, without the consent of the Holder hereof, create and issue
additional securities ranking pari pasu with the Notes of this series in all
respects and so that such additional securities shall be consolidated and form a
single series having the same terms as to status, redemption or otherwise as the
Notes initially issued. No additional securities may be issued if an Event of
Default has occurred.
The Notes are not entitled to any sinking fund.
The Company may redeem the Notes, in whole or in part, at its option at
any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the Notes to be redeemed;
and
(2) the sum of the present values of the remaining scheduled
payments of principal and interest (other than accrued interest) on the
Notes to be redeemed as described below, discounted to the redemption
date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the adjusted Treasury rate described below
plus 35 basis points.
In either case, the redemption price will also include interest accrued
to the date of redemption on the principal balance of the Notes being redeemed.
The Company will use the following procedures to calculate the adjusted
Treasury rate described in the previous paragraph. The Company will appoint as
reference dealers Barclays Capital Inc., Deutsche Bank
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Securities Inc. and Salomon Smith Barney Inc., or their successors, and any
three other nationally recognized securities firms that are primary U.S.
government securities dealers in The City of New York. The Company will select
one of these reference dealers to act as its quotation agent. If any of these
firms ceases to be a primary dealer of U.S. government securities in The City of
New York, the Company will appoint another nationally recognized securities firm
as a substitute.
The quotation agent will select a United States Treasury security that
has a maturity comparable to the remaining maturity of the Notes and that would
be used in accordance with customary financial practice to price new issues of
corporate debt securities with a maturity comparable to the remaining maturity
of the Notes. The reference dealers will provide the Company and the Trustee
with the bid and asked prices in writing for that comparable United States
Treasury security as of 3:30 p.m., New York time, on the third business day
before the redemption date. The Trustee will calculate the mean of the bid and
asked prices provided by each reference dealer, eliminate the highest and the
lowest reference dealer quotations and then calculate the mean of the remaining
reference dealer quotations. However, if the Trustee obtains fewer than four
reference dealer quotations, it will calculate the mean of all reference dealer
quotations and not eliminate any quotations. The Company refers to this average
quotation as the comparable Treasury price.
The adjusted Treasury rate will be the rate per annum equal to the
semiannual equivalent yield to maturity of the comparable United States Treasury
security, assuming a price for the comparable United States Treasury security
(expressed as a percentage of its principal amount) equal to the comparable
Treasury price for such redemption date.
The Company will mail notice of any redemption to the Holder not less
than 30 days and not more than 60 days before the redemption date. Unless the
Company defaults in payment of the redemption price on the redemption date,
interest will cease to accrue on the Notes or portions of Notes called for
redemption on and after the redemption date. If the Company redeems less than
all of the Notes, the Trustee will choose the Notes to be redeemed by any method
that it deems fair and appropriate.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes of this series such additional
amounts as are necessary in order that the net payment by the Company or a
Paying Agent of the principal of and interest thereon in respect of any
beneficial owner thereof who is a non-United States person, after deduction for
any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes of this series in respect of such beneficial owner,
to be then due and payable; provided, however, that the foregoing obligation to
pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is
imposed or withheld solely by reason of the beneficial owner of any
portion of the Notes of this series, or a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner if such
beneficial owner is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a
fiduciary holder, being considered as:
(a) being or having been present or engaged in trade
or business in the United States or having or having had a
permanent establishment in the United States;
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(b) having a current or former relationship with the
United States, including a relationship as a citizen or
resident thereof;
(c) being or having been a foreign or domestic
personal holding company, a passive foreign investment company
or a controlled foreign corporation with respect to the United
States or a corporation that has accumulated earnings to avoid
United States federal income tax; or
(d) being or having been a "10-percent shareholder"
of the Company as defined in Section 871(h)(3) of the United
States Internal Revenue Code or any successor provision;
(2) to any beneficial owner of the Notes of this series that
is not the sole beneficial owner of any Note of this series, or portion
thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the fiduciary, beneficial
owner or member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
(3) to a tax, assessment or governmental charge that is
imposed or withheld solely by reason of the failure of a beneficial
owner of any portion of the Notes of this series or any other person to
comply with the certification, identification or information reporting
requirements concerning the nationality, residence, identity or
connection with the United States of the beneficial owner of any
portion of the Notes of this series, if compliance is required by
statute or by regulation of the United States Treasury Department or by
an applicable income tax treaty to which the United States is a party
as a precondition to exemption from such tax, assessment or other
governmental charge;
(4) to a tax, assessment or governmental charge that is
imposed otherwise than by withholding by the Company or a Paying Agent
from the payment;
(5) to a tax, assessment or governmental charge that is
imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from any payment of
principal of or interest on any Notes of this series, if such payment
can be made without such withholding by any other paying agent;
(8) to any tax, assessment or governmental charge required to
be withheld or deducted where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to
any European Union Directive on the taxation of savings implementing
the conclusions of the ECOFIN Council Meeting of November 26-27, 2000
or any law implementing or complying with, or introduced in order to
conform to, such directive; or
(9) in the case of any combination of items (1), (2), (3),
(4), (5), (6), (7) and (8).
The Notes of this series are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided herein, the Company shall not be
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required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after May 28, 2002, the Company becomes or will become
obligated to pay additional amounts as described above with respect to any Notes
of this series or (b) any act is taken by a taxing authority of the United
States on or after May 28, 2002, whether or not such act is taken with respect
to the Company or any affiliate, that results in a substantial probability that
the Company will or may be required to pay such additional amounts with respect
to any Notes of this series, then the Company may, at its option, redeem, as a
whole, but not in part, all of the Notes of this series on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed for
redemption, provided that the Company determines, in its business judgment, that
the obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Notes of this series. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion the Company is entitled to redeem the Notes of this series pursuant to
their terms.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia (other than a partnership that is not treated as a United
State person under the applicable Treasury regulations), any estate the income
of which is subject to United States federal income taxation regardless of its
source, or any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in the
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to be
treated as United States persons will also be a United States person and
"non-United States person" means a person who is not a United States person.
Notices with respect to the Notes of this series will be published in
newspapers in The City of New York, in London, and, so long as the Notes of this
series are listed on the Luxembourg Stock Exchange, in Luxembourg. It is
expected that publication will be made in the City of New York in The Wall
Street Journal, in London in the Financial Times, in Luxembourg in the
Luxemburger Wort. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once, on the date of the first
such publication.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture provides that in certain events such declaration and its
consequences may be waived by the Holders of a
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majority in aggregate principal amount of the Notes then Outstanding. Any such
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued upon the transfer hereof or in
exchange or substitution herefor, irrespective of whether or not any notation of
such waiver is made upon this Note or such other Notes.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of all Outstanding Securities or, in certain cases,
of the Outstanding Securities of each series to be affected, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of the principal of,
or any installment of principal or interest on, any Security, or reduce the
principal amount thereof or the rate of interest, if any, thereon, or any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discounted Security that would be due and payable upon a
declaration of the Maturity thereof, or change the coin or currency in which any
Security or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date) or (ii)
reduce the percentage in principal amount of the Outstanding Securities or the
Outstanding Securities of any particular series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of the Indenture
or certain defaults thereunder or their consequences provided for in the
Indenture. It is also provided in the Indenture that prior to the acceleration
of maturity of the Securities of any particular series upon the occurrence of an
Event of Default with respect to such series as permitted by the Indenture, the
Holders of a majority in aggregate principal amount of the Securities of such
series at the time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default under the Indenture with
respect to Securities of such series and its consequences, except a default in
the payment of the principal of or premium, if any, or interest, if any, on any
of the Securities of such series. Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note and
of any Note issued upon transfer hereof or in exchange or substitution herefor,
irrespective of whether or not any notation of such consent or waiver is made
upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, as prescribed herein and
in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable by the Holder hereof on the
Security Register of the Company, upon due presentment of this Note for
registration of transfer at the office of the Security Registrar, or at the
office of any Security Co-Registrar duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to, the Company and the
Security Registrar or any such Security Co-Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes
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are exchangeable for new Notes of any authorized denominations of the same
aggregate principal amount as requested by the Holder surrendering the same. If
(x) the Securities Depository is at any time unwilling or unable to continue as
securities depository and a successor depository is not appointed by the Company
within 60 days, (y) the Company executes and delivers to the Trustee a Company
Order to the effect that this Note shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, this Note
shall be exchangeable for Notes in definitive form of like tenor and of an equal
aggregate principal amount, in denominations of $1,000 and integral multiples
thereof. Such definitive Notes shall be registered in such name or names as the
Securities Depository shall instruct the Trustee. If definitive Notes are so
delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer, the Company, the
Trustee, the Security Registrar, any Security Co-Registrar and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee, the Security Registrar,
any Security Co-Registrar nor any such agent shall be affected by notice to the
contrary.
The Holder of this Note shall not have recourse for the payment of
principal of or interest on this Note or for any claim based on this Note or the
Indenture against any director, officer or stockholder, past, present or future,
of the Company. By acceptance of this Note, the Holder waives any such claim
against any such Person.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used but not defined in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee under such Indenture, this Note shall not be entitled to any benefit
under such Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
Dated: May 28, 2002
THE HERTZ CORPORATION
By:_______________________________
Treasurer
Attest:___________________________
Assistant Secretary
[SEAL]
Dated: May 28, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein, issued under
the Indenture described herein.
THE BANK OF NEW YORK, as Trustee
By:______________________________
Authorized Office
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